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Developed by practitioners from the DIHK Legal Committee, it functions as a model contract and checklist while excluding liability for use and stressing that legal developments cannot be anticipated. 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Confidential information may be disclosed to each other for that stated purpose.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What qualifies as “Confidential Information” under the agreement?",{"text":114,"@type":110},"Confidential Information includes information of any nature, such as technical or commercial data, documentation, knowledge, and samples, whether owned by the Parties, affiliates, or third parties. It also includes copies, self-generated materials and data, and any extracts or summaries.",{"name":116,"@type":107,"acceptedAnswer":117},"Are there restrictions on use and disclosure, and is reverse engineering allowed?",{"text":118,"@type":110},"The Receiving Party must use Confidential Information exclusively for the defined purpose and keep it secret with reasonable care. Confidential Information may be disclosed to affiliates or third parties only under defined conditions. 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It was developed by practitioners from the DIHK Legal Committee and is intended to serve as a model-contract and checklist. Possible legal developments can neither be taken into account nor anticipated. Any liability for its use, even for slight negligence, is hereby excluded. We explicitly point out that the sample in no way replaces an individual and tailor-made contract. In any case a lawyer should be consulted for this purpose.\"  \nNon-Disclosure Agreement  \nbetween  \nX-Company  \n[address, register]  \n(hereinafter referred to as “X”)  \nand  \nY-Company  \n[address, register]  \n(hereinafter referred to as “Y”)  \n(X and Y hereinafter individually referred to as “Party” and collectively as “Parties”)  \nPreamble  \n[short description of business focus of X and Y]  \nThe Parties intend to evaluate a potential business collaboration concerning [short description of collaboration, e.g. project name or products to be purchased] and possibly implement such collaboration (hereinafter referred to as the “Purpose”) . With respect to such activities, it is anticipated that the Parties may disclose confidential information of any nature to each other. In order to eliminate the possibility of misuse of such confidential information, the Parties hereby agree and enter into this Non-Disclosure Agreement (hereinafter referred to as the “Agreement”):  \n1. Definitions  \n1.1. ”Confidential Information” shall mean information of any nature (including but not limited to technical or commercial data, documentation or knowledge), and/or samples that the Parties or their Affiliated Companies disclose in connection with the aforementioned Purpose or which they become aware of in the context of the Purpose ([e.g. at](e.g. at) factory tours), irrespective if such information is the property of the Parties, of an Affiliated Company of a Party, or of third parties, and regardless of the type and form of the transfer or disclosure of information, including without limitation a direct disclosure of Confidential Information by an Affiliated Company to the Receiving Party.  \nConfidential Information also comprises all copies of said information , self-generated materials and data, as well as any extracts and summaries thereof.  \n1.2. ”Affiliated Companies” are legal entities, which exercise direct or indirect control over a Party of this Agreement (“Parent Companies”), or which are controlled directly or indirectly by a Party or its Parent Company. For the purpose of this definition”Control” or” Controlling” shall mean to have, directly or indirectly, more than 50% of company shares or voting rights.  \n1.3. Disclosing Party is the Party who either by itself or by an Affiliated Company discloses or makes available Confidential Information to the respective other Party.  \n1.4. Receiving Party is the Party who receives or becomes aware of Confidential Information either from the Disclosing Party or from an Affiliated Company of the Disclosing Party.  \n2. Duty of non-disclosure; limited use; no reverse engineering  \n2.1. In respect of any Confidential Information of a Disclosing Party, the Receiving Party hereby undertakes  \na) to use such Confidential Information exclusively for the Purpose mentioned in the preamble;  \nb) to maintain secrecy with respect to such Confidential Information and apply the same diligence as is used with respect to the Receiving Party`s own information of similar importance, but at least with a reasonable degree of care [opt.: and in accordance with the measures set out in Annex X1] [opt.: and by forwarding Confidential Information only to those employees whose involvement is necessary for the Purpose (need-to-know principle)];  ","cbCaiom4tc0KBH2M","https://ap.wps.com/l/cbCaiom4tc0KBH2M","pdf",179846,6,"English","# Preamble\n## Purpose and intent of collaboration\n# 1. Definitions\n## Confidential Information\n## Affiliated Companies\n## Disclosing Party and Receiving Party\n# 2. Duty of non-disclosure; limited use; no reverse engineering\n## Non-disclosure and permitted use\n## Need-to-know and disclosure to affiliates/third parties\n## Prohibition of reverse engineering\n# 3. Exceptions\n## Information excluded from confidentiality obligations","[{\"question\":\"What is the purpose of this Non-Disclosure Agreement?\",\"answer\":\"The Parties intend to evaluate a potential business collaboration and possibly implement it. Confidential information may be disclosed to each other for that stated purpose.\"},{\"question\":\"What qualifies as “Confidential Information” under the agreement?\",\"answer\":\"Confidential Information includes information of any nature, such as technical or commercial data, documentation, knowledge, and samples, whether owned by the Parties, affiliates, or third parties. It also includes copies, self-generated materials and data, and any extracts or summaries.\"},{\"question\":\"Are there restrictions on use and disclosure, and is reverse engineering allowed?\",\"answer\":\"The Receiving Party must use Confidential Information exclusively for the defined purpose and keep it secret with reasonable care. Confidential Information may be disclosed to affiliates or third parties only under defined conditions. Reverse engineering is not allowed.\"}]","Non-Disclosure Agreement - Model Contract and Checklist | PDF",1789568717]